Please Please Me
by Cliscia
Summary: It had only happened by chance that she'd seen his panties when he leaned forward one day in class to pass in a paper. She'd stared, transfixed, wondering if it was only a hallucination. But men's underwear doesn't usually come in pink with laced tops.


**Wow, I haven't written het in like- uh, what? Five years? Or would it be six now? Shit you guys I don't know, but it's pretty much because there are so few well written female characters, and when there are, they just don't fit well with the guys. The last het pairing I liked was EdwardxWinry when I was 12, which really fucking says something. But anyway, I find the girls in South Park to be extremely likable and realistic, as much so as the guys. So I love Bebe, and I love Butters, so let's slash them together~~ But no really, this pairing makes a fuckload of sense. It's essentially like Bunny, but hotter because there's boobies involved. This was supposed to be way fucking dirtier, but was enjoyable to write, so I'll be writing another one where Bebe completely dominates the living FUCK out of Butters. Enjoy.**

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"What does it feel like to be a girl?"

She supposed she shouldn't have been surprised at the question, but Bebe couldn't help but look up in shock. It wasn't as though it was completely unexpected. With Butters' foot in her hand and a tube of nail polish in the other while she applied it carefully, it was bound to be inevitable. Especially because they had been doing this for a while.

There was just something so attractive and perverse about dressing Butters up as a woman. Not that he opposed, though, since he had been doing it before she'd joined the picture. It had only happened by chance that she'd seen his panties when he leaned forward one day in class to pass up a paper. She'd stared, transfixed, wondering if it was only a hallucination. But men's underwear doesn't usually come in pink with laced tops. And when school had let out, she'd cornered him.

'Don't tell a-anyone! Oh- oh shucks _please_ don't t-tell!' He'd said, and started to cry, shaking, terrified, knowing what would happen if anyone learned. But she wouldn't tell, so long as she could be in on it, and he'd agreed.

Maybe it was blackmail at first, making him dress up for her in private just so she wouldn't spill, but it wasn't anymore. They spent a lot of time together, when her parents were gone and he wasn't grounded, dressing up. Butters doing the dressing up, at least. It wasn't dressing up to Bebe, since she was already female. But Butters was not, and to her, it was thrilling.

Dresses and bras and tights and wigs, he passed easily, and it turned her on like nothing else. Sure, she'd had plenty of partners already, but none of the men she'd been with had been anything like _this,_ like _Butters. _Because Butters had thin, smooth legs that he would shave for her to pull off her skirts better, and an Adam's Apple that was the only hint that he was the gender opposite of how he was dressing. And he would blush and stutter and rub his knuckles together, because Butters was so scared of rejection, but she would assure him that _he looked good._

But even though he cross dressed, there was still something essentially masculine about him. Maybe a small part, and not traditionally masculine, but definitely evident, and Bebe didn't know if it was just a fetish of his as well, or if he actually wanted to _transition._ She hadn't thought about it much, happy with everything as it was, but when he asked her, Bebe couldn't help but ask.

"Why?"

Butters looked away, and his face reddened, obvious against his blonde wig. The coat of nail polish she'd just applied to his toes glistened, and she blew on it, making him shiver and blush harder. He mumbled something, and reclined back against the pillows on her bed.

"I can't answer you if you don't speak up." Honestly, she was curious.

"…N-No reason," he said, and his eyes flicked up to the ceiling, a determined expression on his face.

Bebe frowned, and ran her hand down the side of his foot. He had such smooth skin, such nice feet. They looked so nice in heels.

"Well…" She supposed she could answer him. "I'm not really sure, since I've never been a boy, but- I guess- safe. Like, my body is whole and complete and nothing really feels like it's missing. It's nice; I can't really imagine it any other way." Bebe made a noise of exasperation. "I don't really know how to explain it, it just is, I've just always been a girl. It feels _right._"

The corner of Butters' mouth twitched slightly, but he continued to stare at the ceiling while she stroked his feet. "I-I mean like- the parts that are different from a guy, like- w-what do your breasts feel like."

She raised her eyebrow. Butters usually wasn't this forward. "Heavy, nice, I don't know. I know that guys like them a lot, it makes me feel powerful I guess."

"…Are they soft?" Oh, his face was so red. His foot twitched in her lap.

"Have you never felt any before, Butters?" She liked the direction this was going in, and a smile slowly formed on her face. Oh, yes, she liked it a lot. But Butters wouldn't reply, his face too red and his hands wringing at an almost astounding pace. Bebe, however, wanted to know where this was going. "Do you want to feel them, Butters?"

"N-n-n-n...-!"His eyes widened, and immediately he leaned up, making a nonsense noise of humiliation. Bebe gripped his foot, then in both hands, and leaned forward slightly.

"Do you?" She moved her arms together just slightly, so that her chest became more pronounced, her breasts squishing together nicely.

Butters continued to stammer, breathing heavily, and stared _directly at her cleavage._ Her question was obviously answered, and she leaned farther forward, getting onto her hands and knees as she crawled over him. Butters' face could have lit up her entire room if she turned out the lights. He looked absolutely terrified, and she loved it.

"It's okay, go ahead, they're soft," she said, and grabbed one of his manicured hands, placing it on her right breast. He looked up at her, then, eyes as wide as ever. It was though he was still asking for permission, even as she held onto his wrist, and moved his hand up and down. "Go on."

Looking as though he trusted that she was telling the truth, he cupped his hand, and began to touch them on his own. Bebe let go of his wrist, and watched as his other hand joined her chest, squeezing her breasts together tentatively at first. It made her feel fluttery and excited, but grew quickly tired of his soft touches.

"You can do it harder, you know." Butters' eyebrows furrowed, unsure, and he stopped all together. "Why did you stop?"

"I-I don't think-?" His eyes darted nervously around her room.

"…What? Oh come on Butters, _sweetie_, I shouldn't have to encourage you." But maybe she did, and so she moved her head forward and kissed him gently on the lips.

They had done this before, and Butters responded immediately. This wasn't new or strange, this was familiar, and Bebe moved her hand to support his back as she laid him down. Her tongue ran across his teeth, and he opened his mouth, letting her rub against his tongue and cheek. They kissed heavily, her arms on either side of him, and he resumed fondling her.

It was making her hot, as he moaned into her mouth, and immediately wanted to go farther. Grabbing his wrist once again, she promptly slid it up underneath her shirt to touch her bare skin. Butters tensed, but relaxed when she continued to kiss him with fervor. His fingers trembled over her nipples, stroking them gently. Bebe could feel herself start to get wet, the need to be rubbed growing strong.

"Butters," she pulled away, breath heavy, as he panted, "I really want you to do something for me."

His hand continued to rest on her breast, and he looked up at her, a strand of the wig falling between his eyes. "…W-Why what would that be?"

"Well because…" She moved, crawling forward until she could sit on his chest. Shifting, Bebe straddled him, moving to trap him between her thighs. Moving her hips up just slightly, she wriggled, and her skirt rode up to allow the smallest glance between her legs. "There's more to being a girl than just having breasts."

The look on Butters' face could have been comical, if not for how horny she was. Stuttering resumed, and his eyes continually darted from her crotch and then up to her face. It looked as though he could die from embarrassment, and excitement. She ground down against his chest.

"B-B-Bebe I-" He just looked so petrified, it was so endearing. It was likely that he had never had this much sexual contact before in his life. It excited her to know that, if all went well, she would be his first. "M-Maybe we shouldn't-"

"Why not? …I mean, you're so cute, Butters." Maybe he needed reassurance again, maybe everything was just going to fast. So Bebe reached out and set her fingers on his lips, trailing down slightly and then moving to cup his cheek. She just wanted to get laid, honestly. He reacted favorably, though, and smiled shakily. Beneath her, she could feel his heart beating fast, and he squirmed, thinking it over in his head.

After long last, he agreed. "…O-Okay."

Bebe grinned and jerked her hips forward, and Butters started stammering again. "Just calm down, just relax, you'll do fine…"

It was invigorating, really, to be so completely horny and knowing that satisfaction was well on its way. Butters was attractive, and the thought of him in her lingerie had crossed her mind a few times while she had masturbated, but she'd never done anything with him other than kiss. Imagining what was about to come made her almost drip with excitement, and moving off of him temporarily, she pulled down her skirt and panties.

Butters stared at her, unabashed, as she removed the bottom half of her clothes. The cool Colorado air felt harsh on the wetness between her legs, and she quickly resumed her spot on his chest, but a little higher up. She wasn't ashamed or embarrassed of being naked in front of him, since she'd seen him naked in turn while she dressed him, and was used to the act of sex in general. She'd shaved, apart from a small patch of blonde pubic hair, and angled her hips forward. The feeling of Butters' heartbeat underneath her was once again prominent.

"I-I don't know what to do-…" He said, and she almost laughed.

"Just lick, right here." Bebe parted her lips slightly with her index and ring finger, and rubber her clit with her middle. Every time she looked at Butters' face, it seemed to become redder and redder. "Move your mouth, almost as you're eating." Her words made her throb with need.

"W-What if I-"

"Breathe through your nose. You'll do fine."

No matter what, she didn't want him to back out. She really, really wanted this, she wanted to feel his tongue inside her, licking her pussy. He was so feminine, with his long blonde wig and his green dress and his red fingernails and eyeliner. This wouldn't hurt what they'd created, what they did, because it was all about being a _woman._

Not waiting for Butters to offer any more protests or fears of inadequacy, Bebe scooted forward, and hovered above his face. She smiled down at him reassuringly, and slowly settled into a comfortable sitting position, careful not to suffocate or overwhelm him. Her thighs were on either side of his head, and she set the palm of her hand behind her onto his chest to support herself.

She could feel his breath on the inside of her thighs and pussy, hot, nervous, tentative. This was new to him, he didn't want to mess up. But Butters was eager nonetheless, and reaching up to set his hand on her thigh, he started to lick her.

The feeling sent a shock throughout her body and she shivered. His tongue was wet and flat, and the contact immediately made her sigh. But the second that it started to sate her, it also made her want more, and she thrust her hips forward slightly. Underneath her, Butters made a soft noise, and tightened his grip on her thigh while he continued to lick her.

"O-Oh, it's all wet…" She almost laughed.

Everything felt hot, and eventually he moved to her clit, tonguing it lightly. He moved his tongue up and down, and then began to circle it. Bebe's thighs trembled softly, and she cursed, encouraging him. She could feel herself become wetter, aided also by Butters' spit, and urged him to suck her clit. Butters obliged, and she arched her back.

"Oh fuck…" It felt good, very good, but for whatever reason, he stopped sucking and went back to continuing to lick her. She looked down at him, slightly annoyed, having been on a pleasure high before he switched to simply licking her cunt. Rocking her hips forward a bit to try and get him to do it again, Bebe made a noise of exasperation when it didn't work.

"No, no, don't just lick _there._"

Butters whimpered slightly, and began to eat her out with more speed, as if that would make up for it. She didn't understand why he was doing that, when he had been doing so good, before. But she was too horny, too wet, and too hot for it to turn sour. She didn't want to be disappointed, and tried to correct him on his mistakes. Which, it turned out, made Butters feel inadequate, and he began to do an even shittier job. Too eager, too nervous.

Pulling back, Bebe looked down at him. Butters looked worried and confused, and she groaned when she saw the wetness on his face. He stuttered, and held onto her thighs tighter.

"D-Did I do something wrong?"

She debated on telling the truth, but decided against it. No reason to correct him. Not now, anyway. In the future, yes, because they would _definitely_ be doing this again. But for then, Bebe merely smiled.

"Not at all," she said, and Butters squeaked in surprise when she shifted back to him, and grabbed the back of his head. She was horny as fuck, and wanted it done right. There wasn't going to be a way where it was done right, unless she did it herself, and so, she kneeled over him and thrust her pussy against his mouth.

She moved her hips back and forth, rubbing against him. Butters squirmed underneath her, moving to grip her thighs again as he tried desperately to lick her against her movements. The quick friction felt much better than his earlier attempts, and strings of moans fell from her lips. So wet and so hot, there was a heat and pressure inside of her. Her clit throbbed, and Bebe bit her lip.

Sometimes she jerked her hips up to far, and the tip of his nose rubbed against her. Bebe faltered, the pleasure overwhelming, high off of both the feeling and her dominance as Butters struggled to please her. It was all just a rush, overwhelming, so many physical feelings at once while her mind was empty in contrast. There was nothing other than the pleasure, the itch, and the only thing she knew what to do was to rock her hips forward.

Butters' wig had fallen off at some point due to her excitement, and she gripped his short hair. Her pussy was slick, begging for release as her thighs trembled and Butters moved his mouth against her eagerly. Bebe could feel her orgasm building, the heat pooling in the pit of her stomach, and the mounting maelstrom of it all.

"F-Fuck, suck my clit-!" It was all she needed, and obediently, Butters obeyed. She stopped thrusting her hips long enough to feel him suck on her, and she pressed his face closer to her, and threw back her head. Her long, curly blonde hair brushed against the base of her spine, and she began to spasm.

Orgasm was wonderful, magnificent, and she never knew what to do other than to squeeze her eyes shut and tense up. Bebe's thighs tightened around him, and she gripped his head harder, curling over him. Everything was magnified as she came. Every feeling, every touch, every breath was momentous, and she rode out her orgasm in waves.

Long, hot seconds of heat and pleasure filled her mind. Bebe groaned, feeling her pussy tighten up. She panted. And then suddenly, even while the nirvana filled her, it began to dwindle. It was too short, always far, far too short, but she held on to the last final seconds of orgasm until absolutely nothing was left. Breathing heavily, she untensed, and slumped forward, holding onto the headboard of her bed. Underneath her, Butters shifted.

Continuing to breathe slowly and regaining herself, she opened her eyes and looked down. Butters looked up at her, the blush gone, but his eyebrows furrowed. He was still trapped underneath her and between her thighs. She didn't feel like moving.

"…You did good."

"…B-Bebe…" He squeezed his eyes shut, and she was confused.

Having calmed down completely, she finally moved, reclining against the bed. Only then did she notice his erection, that stuck out prominently against his dress. Humming, Bebe moved to his thighs, and set her hand on it. Butters opened his eyes and made a soft sound, the blush returning immediately.

Bebe said nothing, and gently lifted up the bottom of his dress. She felt a bit smug, in all honesty, knowing that he tended to prefer men. And yet, Butters moaned and almost melted against her pillows when she peeled down his panties and wrapped her hand around his erection. She pumped him softly, alternating between light touches and a hard grip. He wriggled under her, bucking his hips slightly when she trailed a finger down his dick.

"Tell me what it feels like to be a guy."

Looking at the ceiling, Butters lifted an arm up so that it rested on his forehead, his crooked wig finally falling all the way off. He didn't reply quickly, continuing only to bite his lip and clench and unclench his hand. Becoming impatient, Bebe thrust a finger inside him suddenly, and he yelped with surprise and tried to sit up. She pushed him back down, and began to jerk him off in addition to fingering him.

"I- I-I don't know." She could hear that he was trying to keep his voice straight, trying to stay collected and calm, but groaned when she added a second finger and began to scissor him. "G-Golly, w-why it's nice, I- nn- I guess…!"

"Tell me more."

His breathing was becoming rapid, and she rubbed the head of his penis with her thumb. It was wet at the tip with precum. Butters' hips trembled as he jerked up. "Well I- _oh_- I suppose that i-it's all too much t-to- _B-Bebe I can't, I'm going to…!_"

Butters whined, and Bebe fingered him harder as he began to cum, arching up. It landed on his chest, and she wondered vaguely how she would get it off of her dress as he moaned underneath her. He writhed, bucking his hips up into her hand as she squeezed harder, encouraging him. Butters clenched around her fingers, and she watched as his free hand gripped her sheets hard and his toes curled.

She continued to pump him until she was sure he was he was done. Removing her fingers, Bebe watched him breathe. He was so much different from the men that she had slept with, so much more delicate and yearning to please, so much more feminine. Butters didn't fit into a specific gender role. Instead, he walked the line between the genders, not particularly masculine, but yet, not overtly feminine either. At school, he tried desperately to be one of the guys, and failed miserably. But Bebe didn't pressure him, and with her, he could be however he wanted to be.

Watching him lay back against her bed felt oddly intimate, having always made a connection between sex and beds to mean something such as love. She didn't love him, though. Not romantically. It was just a strange sort of fascination, and mutualism. While watching him cross dress satisfied some sort of kink within her, she also gave to him an acceptance of one of his darkest secrets.

And so watching him while he recovered from the strain of orgasm, Bebe smiled and picked up the nail polish that had been forgotten. She lifted his foot gently into her lap, and Butters looked up at her. The cap was unwound, and the wand was dipped twice to insure a decent amount of polish as she began to apply a second coat of color to his toenails.

"Now, where were we?"

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**Review if you want to eat Bebe out, too. Also I'm going to make a poll of the oneshots I plan on writing, so vote for whichever one you want to see done first. I'll write the one with the highest votes on, oh, let's say Monday night.**


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